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AfrAsia Bank Limited and its Group Entities
Annual Report 2015
page 50
PRIOR APPROVAL OF THE BOARD
As per the Companies Act 2001, the Terms of Reference and the Constitution of the Bank, the decisions requiring prior approval of the
Board are set out below:
issue of other shares;
consideration for issue of shares;
shares not paid for in cash;
authorisation of distribution;
shares in lieu of dividend;
shareholder discount;
purchase of own shares;
redemption at option of Company;
restrictions on giving financial assistance;
change of Registered Office;
approval of amalgamation proposal; and
short form amalgamation.
COMPOSITION OF THE BOARD
The constitution of AfrAsia Bank Limited provides for a Board comprising a minimum of five Directors and maximum of twelve Directors.
Currently, the Bank has a unitary Board of twelve members with a blend of experienced and well-known Mauritian executives with high
calibre, international financiers from South Africa, France, Singapore, Canada and Australia. Furthermore, two members are Executive
Directors and ten are Non-Executive Directors; the latter function independently of management.
During the financial year, the Board welcomed two new members: Yves Jacquot as Non-Executive Director and Henri Calvet as Independent
Non-Executive Director on 16 January 2015 and 23 March 2015 respectively. The Bank also welcomed Laurent De La Hogue as Non-
Executive Director on 15 January 2015. However, he resigned on 1 September 2015 and Mark Mulroney joined the Bank on the same date.
A complete induction pack was submitted to all newly-appointed Directors and they were given various opportunities to discuss with the
Chief Executive Officer and Corporate Officers to better understand the business.
During the year under review, the Board met on eight occasions. Decisions were also taken by way of resolutions in writing, assented and
signed by all the Directors.
Moreover, the Bank’s Terms of Reference also provide for a clear definition of the Chairperson’s and Chief Executive Officer’s roles and
responsibilities.
CORPORATE GOVERNANCE REPORT (CONTINUED)